This article is written by Roy George. He is a senior associate at AZB & Partners. He completed his undergraduate studies in law and business at Symbiosis Law School. He subsequently worked at JSA for 5 years before taking up an offer to do his masters in corporate law (MCL) at the University of Cambridge. In his free time, he enjoys playing football, and following the economy and politics, not necessarily in that order.
Let me begin with a commonly used trope – the liberalisation of the Indian economy in 1991 unleashed the economy’s animal spirits bringing us to where we are today – India is the world’s 6th largest economy (in GDP terms)(1) and its fastest growing large economy.(2) Together with this whirlwind expansion, corporate law and the number of corporate lawyers and law firms have exploded too.
But the question which I pose today is where are Indian law firms positioned today and where are we heading? While there are many facets to this question, this piece will focus on the spectrum of legal work and partner/associate leverage.
(3)The spectrum of legal work which a corporate law firm engages in can be broadly categorised as(4):
- Grey hair;
- Rocket science.
Standardised work is where a client comes to you with a common problem. Since the problem is not complex, the client will be looking to the lawyer to provide an efficient cost-effective solution. The client is aware that a broad range of firms will be able to handle the problem, almost always for fixed/capped fees. From the perspective of the lawyer/law firm, there are several factors to consider, to ensure that you are meeting the requirements of the client while beating the competition. These factors include having established systems and procedures, having a higher ratio of junior lawyers to senior lawyers (10:1 or even higher) and efficient delivery. An example of standardised work would be generic document review as part of due diligence exercises – perhaps, the type of work which would be the bread and butter of Legal Processing Outsourcing (LPO) entities.
Established systems and processes would mean that the individual involved in the matter would be required to follow precedent with less focus on thinking creatively. To carry the document review example further, the individual would be required to follow standard templates to record information obtained on the basis of such document review.
These types of assignments would emphasise efficiency, speed and staying within a fixed fee budget, and given the lower margins on such assignments, would inevitably be higher volume as well.
Moving along the spectrum, customised work is standardised work with additional requirements which may be client or sector specific. These assignments may require a deeper understanding of the client’s business, and for the individuals executing the assignment to have stronger and deeper relationships with the client. An example of this may be where a taxi firm engages a law firm to understand its labour law compliance obligations in India’s various states. Such an assignment will continue to require established systems, procedures and precedent, but will require more senior lawyer involvement and judgement. While fees would see more flexibility on customised work, clients would continue to be price sensitive. Leverage of junior to senior lawyers would be in and around 7/8:1.
The grey hair segment, as the name suggests, alludes to work which requires extensive experience and judgment, usually complex issues which the client does not deal with on a regular basis. Examples of work in this segment could include complex financial transactions such as high value private equity investments and strategic M&A. This type of work typically requires heavier involvement of senior lawyers interpreting law and providing legal solutions utilising their specialist knowledge. Leverage of junior to senior lawyers in this segment would usually be in the range of 3/4/5:1. Fees in this segment are higher, but will vary based on the type of transaction and client. For example, a high value M&A transaction for a client which doesn’t often do M&A would likely mean higher fees when compared with advising a private equity player which makes high value investments but on a comparatively more regular basis.
Finally, coming to the rocket-science segment. These are unique problems which need unique solutions, and problems which are major “bet the company” issues in terms of scale. These matters require a very high level of expertise and experience, not to mention wide ranging knowledge and creativity. Given that such matters will require intensive senior lawyer/partner involvement, the leverage ratio could be as low as 1/2:1. The importance and criticality of these matters will mean that the client will be willing to pay premium fees for such matters. Examples of such matters may include the division of the Reliance group between the Ambani brothers, the insolvency proceedings relating to the sale of Bhushan Steel to Tata Steel – the first major victory for creditors under the Insolvency and Bankruptcy Code, advising ride hailing app Uber on its entry to India and many others.
It is important for a law firm to know where it is positioned along the spectrum so that it can deliver a value proposition to its clients. If a law firm is doing mainly customised work but its leverage ratio is 2:1, then given the high involvement of senior lawyers it is unlikely that the fees charged by the law firm will be within the expectations of the client or competitive with the market. Similarly, if a law firm’s leverage is at the level required for customised work but it is undertaking upper segment grey hair work, then the fall-out will be that there may not be enough senior lawyer involvement on the matter and the quality of the work product may not meet the expectations of the client. Other considerations in this context are that lawyers usually consider the work that they are doing to be higher on the spectrum than it actually is,(5) and that work that a firm does is going to be subject to constant downward pressure on the spectrum – meaning that, typically, cutting edge work done today becomes commoditised as time goes by.(6) However, I will leave discussion of these considerations for another day (or article!).
Are Indian law firms positioning themselves optimally to meet the demands of the work they are undertaking on the spectrum of work? Let’s first look at leverage in a mature market like the US. Wachtell, Lipton, Rosen & Katz, a firm reputed for its “rocket science” legal work such as defending against hostile takeovers and sensitive litigation – according to numbers available for 2016, leverage for Wachtell was 2.11. While for a more mainstream corporate law powerhouse such as Davis, Polk & Wardwell, leverage was 4.86. While there are exceptions, the aforementioned examples do point towards these firms positioning themselves according to the work that they are doing i.e. more rocket science work for Wachtell meaning lower leverage and more grey hair work for DPW meaning higher leverage.(7)
A look at the leverage ratio numbers available in the public domain for Indian law firms paints an interesting picture. If we look at the top 8(8) firms:
- AZB & Partners- 4 (80 partners and 320 non partners);
- Shardul Amarchand Mangaldas and Co. – 4.1 (102 partners and 418 non-partners);
- Trilegal – 5.5 (42 partners and 231 non-partners);
- Cyril Amarchand Mangaldas – 5.5 (103 partners and 547 non-partners);
- Khaitan & Co. – 3.6 (115 partners and 415 non-partners);
- J. Sagar Associates – 2.3 (92 partners and 208 non-partners);
- S&R Associates – 4 (13 partners and 52 non-partners);
- Luthra & Luthra – 3.9 (72 partners and 278 non-partners).
5 of the 8 firms are in the 3.5 to 4 range – for the purpose of comparison, these leverage ratios put them in the company of American firms such as Skadden, Arps, Slate, Meagher & Flom, Latham & Watkins and Cravath, Swaine & Moore – suggesting that these firms are geared towards the upper end of the grey hair segment of work. With regard to the firms which have a leverage ratio of 5.5, their leverage suggests that they are also geared towards the grey hair segment, with perhaps a portion of their work comprising higher volume transactions/matters. Interestingly, JSA is something of an outlier with its leverage ratio of 2.3 (not far away from Wachtell’s 2.11), which gears it to be in and around the rocket science segment.
As I’ve illustrated above, these numbers give an indication of the segment to which the firms are geared to, but are not definitive pointers to the work that the firms actually do. While I will not be speculating on whether each firm’s leverage ratio is aligned to the work they do, I would like to refer to two examples which perhaps indicate the different strategies being adopted by India’s top firms. In 2015, a senior Amarchand Mangaldas partner stated that the firm would be looking to become a “1,000-people firm”(9). Given the relative size of the Indian legal market, this suggests that the firm would be hiring more associates/non-partners which in turn points to higher leverage and undertaking more high volume work.
The other example is in respect of AZB. The RSG Consulting report on AZB in 2017 said that the firm’s “sheer attention to client satisfaction and the quality of work is defining them along the lines of a ‘Cravath’(10) of the Indian legal market – and the firm is benefitting whilst its immediate competitors are distracted with expansion” – perhaps a signal that AZB is prioritising work on the higher end of the grey hair segment and the rocket science segment over rapid expansion in the firm’s headcount.
It is worthwhile to remember that just as its economy, India’s law firms are moving towards a high growth phase – and in context to the examples above, the question to Indian law firm bosses is where on the spectrum of work do they want to operate. It is also important to remember that it is not necessarily better to be at the rocket science end of the spectrum or at the customised segment or any other segment for that matter – success can be had all along the spectrum – but rather, is your firm leveraged in a way that is aligned with its goals and objectives.
To paraphrase the bard in Hamlet: “To be (Wachtell, Cravath or DPW), or not to be”.
- An acknowledgment to my professor at the University of Cambridge (and former Herbert Smith Freehills partner) Tim Bellis who introduced me to these and many other concepts, in the course of teaching a fascinating module on the organisation and governance of law firms offered on the Masters in Corporate Law (MCL) programme at the university.
- Maister, DH 1997, Managing the professional service firm, Simon & Schuster, New York and DeLong, TJ, Gabarro, JJ, & Lees, RJ 2007, When professionals have to lead, Harvard Business School Press, Boston
- Susskind, 2010, End of Lawyers?, Oxford University Press, Oxford
- All leverage ratios for US law firms are available at: https://www.law.com/americanlawyer/almID/1202755651549/?slreturn=20180712005953?slreturn=20180712005953#ixzz49DWgd4r2 and https://abovethelaw.com/2016/05/ny-to-190k-an-addendum-on-leverage/?rf=1
- According to the RSG rankings for Indian law firms, the top 8 firms are: 1) AZB & Partners, 2) Shardul Amarchand Mangaldas and Co., 3) Cyril Amarchand Mangaldas, 4) Khaitan & Co., 5) Trilegal, 6) J. Sagar Associates, 7) Luthra & Luthra and 8) S&R Associates.
- Cravath, has been ranked the US’s top law firm for the last 2 years consecutively. It’s leverage ratio is 4.24 but with a total number 497 attorneys, it is far smaller than some other US law firm behemoths.